Attached files
| file | filename |
|---|---|
| 8-K/A - GBBT 8-K/A 12/31/20 - Global Boatworks Holdings, Inc. | gbbt8k_123120apg.htm |
| EX-99.1 - EXHIBIT 99.1 - Global Boatworks Holdings, Inc. | ex99_1apg.htm |
EXHIBIT 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements give effect to the reverse acquisition transaction (the "Reverse Acquisition") between Global Boatworks Holdings, Inc. ("GBBT") and R3Score Technologies, Inc. ("R3S"). In the Reverse Acquisition, GBBT issued 109,502,254 shares of its common stock to the shareholders of R3S in exchange for all of the issued and outstanding common shares of R3S, which resulted in R3S becoming a wholly owned subsidiary of GBBT. As owners and management of R3S have voting and operating control of GBBT following the Reverse Acquisition, the transaction is accounted for as a reverse acquisition.
The unaudited pro forma consolidated financial statements presented below are prepared by applying the acquisition method of accounting to a business combination that is a reverse acquisition. Pro forma adjustments which give effect to certain transactions occurring as a direct result of the Reverse Acquisition are described in the accompanying unaudited notes presented on the following pages. The accompanying unaudited pro forma consolidated statement of operations for the year ended December 31, 2019, and the six months ended June 30, 2020, present the combined results of operations as if the Reverse Acquisition had occurred on January 1, 2019. The unaudited pro forma consolidated balance sheet at June 30, 2020 is prepared assuming the Reverse Acquisition occurred on June 30, 2020.
These unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of operations in future periods or the results that actually would have been realized had GBBT and R3S been a combined company during the specified periods. The unaudited pro forma consolidated financial statements, including the notes thereto, are qualified in their entirety by reference to, and should be read in conjunction with, R3S's audited financial statements for the years ended December 31, 2019 and period since inception (May 2, 2018) ended December 31, 2018, R3S's unaudited interim financial statements for the six month period ended June 30, 2020, GBBT's audited financial statements for the year ended December 31, 2019, as included in its Annual Report on Form 10K for the year ended December 31, 2019, GBBT's unaudited interim financial statements for the quarter ended June 30, 2020 as included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the Year Ended December 31, 2019
|
| Global Boatworks Holdings |
| R3Score Technologies, Inc. |
| Pro Forma Adjustments |
| Note |
| Pro Forma Condensed Consolidated |
| Revenues | $ 750,000 |
| $ - |
| - |
|
|
| $ 750,000 |
| Cost of Sales | 662,457 |
| - |
| - |
|
|
| 662,457 |
| Income from operations | 87,543 |
| - |
| - |
|
|
| 87,543 |
| Other Expense |
|
|
|
|
|
|
|
|
|
| Operating expenses | 79,113 |
| 517,629 |
| 3,040,000 |
| C) |
| 3,636,742 |
| Interest expense | 43,316 |
| 15,532 |
| (9,000) |
| B) |
| 49,848 |
| Total other expense | 122,429 |
| 533,161 |
| 3,031,000 |
|
|
| 3,686,590 |
| Loss before income taxes | (34,886) |
| (533,161) |
| - |
|
|
| (3,599,047) |
| Provision for income taxes | - |
| - |
| - |
|
|
| - |
| Net Loss | $ (34,886) |
| $ (533,161) |
| - |
|
|
| $ (3,599,047) |
| Basic and diluted net loss per share |
|
|
|
|
|
|
|
| $ (0.03) |
| Weighted average shares outstanding |
|
|
|
|
|
|
|
| 111,490,963 |
2
Unaudited Pro Forma Consolidated Condensed Balance Sheet at June 30, 2020
| Assets | Global Boatworks Holdings |
| R3Score Technologies |
| Pro Forma Adjustments |
| Note |
| Pro Forma Condensed Consolidated |
| Current Assets | $ 189,027 |
| $ 74,722 |
| $ (189,027) |
| E) |
|
|
|
|
|
|
|
| 20,000 |
| D) |
| 94,722 |
| Other Assets | 5,015 |
| 82,853 |
| (5,015) |
| E) |
| 82,853 |
| Assets of Discontinued Operations | - |
| - |
| 194,042 |
| E) |
| 194,042 |
| Goodwill | - |
| - |
| 93,561,351 |
| B) |
| 93,561,351 |
| Total Assets | $ 194,042 |
| $ 157,575 |
| 93,581,351 |
|
|
| $ 93,932,968 |
| Liabilities |
|
|
|
|
|
|
|
|
|
| Accounts Payable & Other Current Liabilities | $ 1,634,702 |
| $ 550,605 |
| $ (1,634,702) |
| F) |
| $ 550,605 |
| Loans Payable | 385,412 |
| 123,500 |
| (385,412) |
| F) |
|
|
|
|
|
|
|
| 135,000 |
| D) |
| 258,500 |
| Loans Payable noncurrent | 220,352 |
| 451,789 |
| (220,352) |
| F) |
| 451,789 |
| Liabilities of Discontinued Operations | - |
| - |
| 2,240,466 |
| F) |
|
|
|
|
|
|
|
| (115,500) |
| B) |
|
|
|
|
|
|
|
| (115,000) |
| D) |
| 2,009,966 |
| Total Liabilities | 2,240,466 |
| 1,125,894 |
| (95,500) |
|
|
| 3,270,860 |
| Preferred Stock, par value | 1,000 |
| - |
| - |
|
|
| 1,000 |
| Equity |
|
|
|
|
|
|
|
|
|
| Common Stock , par value | 290 |
| 166 |
| (166) |
| A) |
|
|
|
|
|
|
|
| 11,149 |
| A) |
|
|
|
|
|
|
|
| 278 |
| B) |
|
|
|
|
|
|
|
| 380 |
| C) |
| 12,097 |
| Additional paid in capital | 4,175,726 |
| 174,906 |
| 91,502,654 |
| A) |
|
|
|
|
|
|
|
| (4,175,726) |
| A) |
|
|
|
|
|
|
|
| 115,222 |
| B) |
|
|
|
|
|
|
|
| 3,039,620 |
| C) |
| 94,832,402 |
| Accumulated deficit | (6,223,440) |
| (1,143,391) |
| 6,223,440 |
| A) |
|
|
|
|
|
|
|
| (3,040,000) |
| C) |
| (4,183,391) |
| Total Equity | (2,047,424) |
| (968,319) |
| 93,676,851 |
|
|
| 90,661,108 |
| Total Liabilities & Equity | $ 193,332 |
| $ 157,575 |
| $ 93,581,351 |
|
|
| $ 93,932,968 |
3
Unaudited Pro Forma Consolidated Condensed Statement of Operations
for the Six Months Ended June 30, 2020
|
| Global Boatworks Holdings |
| R3Score Technologies, Inc |
| Pro Forma Adjustments |
| Note |
| Pro Forma Consolidated |
| Revenues | $ - |
| $ - |
| - |
|
|
| $ - |
| Cost of Sales | - |
| - |
| - |
|
|
| - |
| Income from operations | - |
| - |
| - |
|
|
| - |
| Other Expense |
|
|
|
|
|
|
|
|
|
| Operating expenses | 156,027 |
| 315,078 |
| - |
|
|
| 471,105 |
| Interest expense | 19,144 |
| 12,100 |
| - |
|
|
| 31,244 |
| Total other expense | 175,171 |
| 327,178 |
|
|
|
|
| 502,349 |
| Loss before income taxes | (175,171) |
| (327,178) |
| - |
|
|
| (502,349) |
| Provision for income taxes | - |
| - |
| - |
|
|
| - |
| Net Loss | $ (175,171) |
| $ (327,178) |
| - |
|
|
| $ (502,349) |
| Basic and diluted net loss per share |
|
|
|
|
|
|
|
| $ 0.00 |
| Weighted average shares outstanding |
|
|
|
|
|
|
|
| 111,490,963 |
4
Notes to the Unaudited Pro-Forma Consolidated Condensed Financial Statements
1. Pro Forma Adjustments for the year ended December 31, 2019
B) To reverse interest expense on note payable converted to common stock concurrent with merger agreement
C) To record 3,800,000 shares issued for services related to the acquisition
2. Pro Forma Adjustments at June 30, 2020
A) To record the issuance of 109,502,254 shares of common stock pursuant to the Merger Agreement, and related allocation of purchase price to the net assets acquired in the reverse merger
B) To record the 2,780,669 shares of common stock issued to settle $115,500 debt
C) To record 3,800,000 shares issued for services related to the acquisition
D) To record $135,000 in new notes payable and payment of $115,000 of GBBT liabilities
E) To reclass GBBT assets to Assets of discontinued operations
F) To reclass GBBT liabilities to Liabilities of discontinued operations
5